Agenda 07/11/2017 Item #16A22Proposed Agenda Changes
Board of County Commissioners Meeting
July 11, 2017
Move Item 17C to Item 9B and revise title to read: Recommendation to adopt an ordinance to establish a
pilot program in Immokalee allowing the payment of impact fees by an installment program, as a
voluntary alternative to paying the fees in a single, up -front payment with a delayed effective date of
October 1, 2017. (Commissioner Taylor’s request)
Move Item 16A24 to Item 11G: Recommendation to approve a resolution establishing the Property
Assessment Clean Energy (PACE) program within the unincorporated areas of Collier County for
residential, commercial, and industrial properties and approve a standard form membership agreement
with PACE providers. (Commissioner Taylor’s request)
Move Item 16A21 to Item 11H: Recommendation to approve a resolution that approves a membership
agreement between Collier County and the Green Corridor Property Assessment Clean Energy District
to administer a Property Assessed Clean Energy (PACE) program within the unincorporated area of
Collier County, an indemnification agreement between Collier County and Ygrene Energy Fund Florida
LLC third party administrator, and the original interlocal agreement and authorize the chairman of the
Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request)
Move Item 16A22 to Item 11I: Recommendation to approve a
resolution that approves a membership agreement between Collier County
and the Florida Green Finance Authority to administer a Property Assessed
Clean Energy (PACE) program within the unincorporated area of Collier
County, an indemnification agreement between Collier County and Renew
Financial Group LLC, third party administrator, and authorize the
chairman of the Board of County Commissioners to sign these agreements.
(Commissioner Taylor’s request)
Move Item 16A23 to Item 11J: Recommendation to approve a resolution that approves a membership
agreement between Collier County and the Florida Resiliency and Energy District, a Property Assessment
Clean Energy District, to administer a Property Assessed Clean Energy (PACE) program within the
unincorporated area of Collier County, an indemnification agreement between Collier County and
Renovate America Inc., third party administrator, an indemnification agreement between Collier County
and Florida Development Finance Corporation, an administrator, and authorize the chairman of the
Board of County Commissioners to sign these agreements. (Commissioner Taylor’s request)
Withdraw Item 16F2: Recommendation to approve the First Amendment to the Fiscal Year 2017
Agreement between Economic Incubators, Inc. and the Board of County Commissioners to provide start
up and operational funding for the Florida Culinary Accelerator @ Immokalee and authorize a budget
amendment of $137,965. (Staff’s request)
Withdraw Item 16G1: Recommendation to approve a Collier County Airport Authority Standard Form
Lease and Addendum with Economic Incubators, Inc. at the Immokalee Regional Airport. (Staff’s
request)
Note:
Item 16A9 title should read: Recommendation to approve and execute a Local Agency Program
Agreement with the Florida Department of Transportation in which Collier County would be reimbursed
up to $1,024,273 for the construction and construction engineering inspection (CEI) of turn lane extensions
and restriping at the intersections of Pine Ridge Road and Logan Boulevard, and Pine Ridge Road and CR
31(Airport - Pulling Road) and to authorize the necessary budget amendment (Project # 33524), FPN
435176-1- FPN 433176-1/58/68. (County Attorney’s request)
Item 16D2 title should read: Recommendation to award Invitation to Bid No. 17-7139 to Infinite
Construction, LLC, for the Ann Olesky Park Pier Replacement, in the amount of $437,736.94, plus
$5,000 for County permitting fees for a total of $442,736.94, and authorize the necessary budget
amendment, and make a finding that this expenditure promotes tourism. (Staff’s request)
Time Certain Items:
Item 8A to be heard at 1:30 p.m.
Item 10A will be heard after Item 7-Public Comment
7/20/2017 11:21 AM
07/11/2017
EXECUTIVE SUMMARY
Recommendation to approve a resolution that approves a membership agreement between Collier
County and the Florida Green Finance Authority to administer a Property Assessed Clean Energy
(PACE) program within the unincorporated area of Collier County, an indemnification agreement
between Collier County and Renew Financial Group LLC, third party administrator, and
authorize the chairman of the Board of County Commissioners to sign these agreements.
OBJECTIVE: To approve a resolution that approves a membership agreement with the Florida Green
Finance Authority (“FGFA”), a Property Assessed Clean Energy (PACE) program provider, and an
indemnification agreement between Collier County and Renew Financial Group LLC ("Renew"), third
party administrator.
CONSIDERATIONS: In 2010, the State of Florida passed its PACE enabling statute, F.S. Section
163.08, in an effort to promote energy efficiency, renewable energy, and wind resistance/hardening
measures for residential and commercial buildings throughout the State of Florida.
PACE financing is a land-secured assessment that property owners voluntarily undertake in order to
secure 100% upfront financing, of a qualifying improvement, which includes fees and interest over the
term of the PACE assessment. PACE loans are unique in that they take priority over other traditional
liens, regardless of the date the prior liens were recorded, and utilize the uniform method of collection
through the local tax collector for repayment.
On June 8, 2010, the PACE program was originally considered by the Board of County Commissioners
(Item 9A). The Board ultimately determined not to move forward with the program since the PACE
program faced many legal challenges, including the Florida’s Bankers Association challenging the
constitutionality of the program.
On October 15, 2015, the Florida Supreme Court upheld the constitutionality of the PACE statute and the
local government’s authority to issue bonds to finance qualifying improvements.
On November 15, 2016, staff provided the Board of County Commissioners with an overview of the
program (Item 11A). The Board showed interest in the program and directed staff to develop a resolution
for further consideration that adopts a third-party administered PACE program for residential and
commercial properties.
On April 11, 2017, the Board of County Commissioners directed staff to provide additional information
and an overview of the PACE program for further consideration (Item 11A).
On April 25, 2017, the Board of County Commissioners directed staff to move forward with the program
and develop a resolution and bring forward agreements with potential providers that wish to administer a
third-party administered PACE program for residential, commercial, and industrial properties (Item 11A).
County staff has been in communication with multiple PACE providers, who are requesting that staff
bring the program forward as a viable option for property owners to fund improvements that they would
not otherwise qualify for through conventional methods.
Pursuant to Board direction the intent of this item is to seek approval to authorize the chairman of the
Board of County Commissioners to sign an agreement between Collier County and Florida Green Finance
Authority to administer a property assessed clean energy (PACE) program within the unincorporated area
07/11/2017
of Collier County, and an indemnification agreement between Collier County and Renew Financial Group
LLC, third party administrator for Florida Green Finance Authority.
Staff will continue to work with any additional providers/third party administrators seeking to operate
within Collier County. In accordance with Section 163.01(7), each membership agreement will be
brought back to the Board for consideration for each PACE provider/third party administrator that would
like to operate and offer PACE financing in Collier County.
FISCAL IMPACT: There is no anticipated fiscal impact to the County as a result of the actions
described in this Executive Summary. The Agreements with Florida Green Finance Authority and Renew
Financial Group LLC, third party administrator for Florida Green Finance Authority, for a PACE
program, include terms that would allow the County to exercise provisions to offset any unforeseen costs
by administrative fees that could be established and approved by the Board through separate action, if
necessary.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires a majority
vote for approval. (HFAC)
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
action.
RECOMMENDATION: To approve a resolution that approves a membership agreement with the
Florida Green Finance Authority, a Property Assessed Clean Energy (PACE) program provider, and an
indemnification agreement between Collier County and Renew Financial Group LLC, third party
administrator for the Florida Green Finance Authority, and authorize the chairman the Board of County
Commissioners to sign these agreements.
Prepared By: Gino Santabarbara, Principal Planner, Capital Project Planning, Impact Fees and Program
Management Division
ATTACHMENT(S)
1. Second Amended and Restated Interlocal Agreement Full (PDF)
2. Resolution - 070317 (PDF)
07/11/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.22
Doc ID: 3444
Item Summary: Recommendation to approve a resolution that approves a membership agreement
between Collier County and the Florida Green Finance Authority to administer a Property Assessed Clean
Energy (PACE) program within the unincorporated area of Collier County, an indemnification agreement
between Collier County and Renew Financial Group LLC, third party administrator, and authorize the
chairman of the Board of County Commissioners to sign these agreements.
Meeting Date: 07/11/2017
Prepared by:
Title: Senior Grants and Housing Coordinator – Capital Project Planning, Impact Fees, and Program
Management
Name: Gino Santabarbara
06/27/2017 10:19 PM
Submitted by:
Title: Division Director - IF, CPP & PM – Capital Project Planning, Impact Fees, and Program
Management
Name: Amy Patterson
06/27/2017 10:19 PM
Approved By:
Review:
Growth Management Department Judy Puig Level 1 Division Reviewer Completed 06/28/2017 8:17 AM
Capital Project Planning, Impact Fees, and Program Management Amy Patterson Additional Reviewer Completed 06/28/2017 9:31 AM
Growth Management Department Gino Santabarbara Level 2 Division Administrator Skipped 06/27/2017 10:13 PM
Growth Management Department Kenneth Kovensky Additional Reviewer Completed 06/28/2017 10:43 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 06/28/2017 1:39 PM
County Attorney's Office Heidi Ashton-Cicko Additional Reviewer Completed 07/05/2017 11:04 AM
Budget and Management Office Mark Isackson Additional Reviewer Completed 07/05/2017 11:34 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/05/2017 3:03 PM
County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/05/2017 4:05 PM
Board of County Commissioners MaryJo Brock Meeting Pending 07/11/2017 9:00 AM
SECOND AMENDED AND REST A TED INTERLOCAL AGREEMENT
FORMING THE FLORIDA GREEN FINANCE AUTHORITY
This Interlocal Agreement (th e "Agreement") is entered into between th e To w n of
Lantana, Florida, a Florida muni c ipal corporation ("Lantana") the Town of Mangonia Park,
Florida, a Florida municipal corporation , ("Mangonia Park") (togethe r th e "Originatin g Parti es")
and those additional cities and counties tha t ha ve and he reafter execute a Party Membership
Agreement as defined herein, (the "Additional Parti es ") and that a ltogether comprise the Florida
Green Finance Authority (the "Authority").
RECITALS
WHEREAS, Section 163.0 1, F.S., t he "Florida Interlocal Cooperatio n Act of 1969 ,"
authorizes local government units to enter into interlocal agreements for their mutual bene fit; and
WHEREAS, Lantana and Mangonia Park w ith the Additional Parties desire to enter into
this Interlocal Agreement in ord er to establ ish the Florida Green Finance A uthority a s a me a n s of
implementing and finan cin g a quali fy in g improvem ents program for energy conser vation and
e ffici e ncy improvem e nt s, and to provide additional services consi ste nt with law; and
WHEREAS, Section 16 3 .08 , F.S., provides that a local government m ay finance
"qualifyi ng improvements ," including th e typ e of improveme nts sou ght to be provided through
this Agreement , v ia the levy and collection of voluntary non-ad valorem assessm ents on
improved prope1iy; and
WHEREAS, Sections 170 .0 1, and 170 .20 1, F.S. provide for suppl e m ental and
alternative methods of making local municipal improvem ents, incl uding the t ype of "qualifying
improvements" sought to b e prov ided by thi s Agreement; and
WHEREAS, pursuant to Sections 16 3.08 , 170.0 1, and 170.2 01 , F .S. and this Agr ee m ent,
La ntana has created a "qualifying improvements" program entitled "RenewP ACE"; and
WHEREAS, Section 16 3.01 (7), F .S ., allows for th e creation of a "separate le gal or
administrative entity" to carry out the purposes of an interloca l agreement for the mutua l benefit
of the governmental units, and provide for paiiies to the agreement to administer the agreement;
and
WHEREAS , pursuant to Section 16 3 .01(4), F.S. a publi c agency of this state may
exercise jointly wi th any other public agency of the s tate, any power, privilege or authority
w hich such agenc ie s share in common a nd which each might exercise separately, and th e Parties
to thi s Agreement have legi s lative authority over property within their juri sdi ctional boundaries;
and
WHEREAS, Section 166 .02 1, F .S., authorizes muni c ipaliti es to exercise an y power for
municipal purposes , except when expr essly prohibited b y l aw, and Section 125.0 1 F.S . grant s
counties the power to carry on count y government to the extent not incons istent w ith general or
special Jaw; and
WHEREAS, Section 163.08 , F.S., prov id es that property retrofitted w ith energy-related
"qualifying impro vements" r eceive s a special benefit from reduced energy consumption, benefits
from the reduced potential for wind damage and assists in the fulfillment of the state's en ergy
and hurricane mitigation policies; and
WHEREAS, Lantana and Mangonia Park together with the Additiona l Parties have
determined that it is necessary and appropriate to establish various obligations for future
cooperation between them se lves and the Authority related to the financing of qualifying
improvements within the Authority; and
WHEREAS, this Agr eement shall be administered pursuant to t he tem1s and conditions
herein ; and
WHEREAS, Lantana, Mangonia Park and the Additional Parties have detem1ined that it
shall serve the public interest to enter into thi s Agreement to make the most efficient use of their
powers by enabling them to cooperate on a basi s of mutual advant age to provide for the
financing of qualifying improvements within the Authority.
NOW, THEREFORE, in consideration of the tem1s and conditions, promi ses and
covenants hereinafter set forth , the Originating Parties agree as follow s:
Section 1. Recitals Incorporated. The above recitals are true and correct and are
hereby incorporated herein.
Section 2. Purpose . The purpose of this Agreement is to provide the mo st economic
and efficient means of implementing a financing program for qualifying improvements on
property owners' lands within the Authority 's Service Area and to provide additional services
consistent with state law .
Section 3. Creation of the Authorit y. By execution of thi s Int erlocal Agreement there
is hereby created, pursuant to Section 163.01, F.S. and Section 163.08 , F.S., the Florida Green
Finance Autho rity ("the Authority"), a separate legal entity and public body with all of the
powers and privileges as defined herein.
Section 4. Legal Authority/Consent to Serve the Authority. The Authority shall have
a ll the powers, privileges and authority as set forth below and as pro v ided by Chapter 163 , F.S.,
as necessary to accomplish the purposes set forth in this Agreement. By resolution of the
governing bodies of the Originating Parties and as subsequently res olved by the Additional
Parties, all powers available to the A uthority under this Agreement and general law, including
but not limited to , Chapters 125, 163 , 166 , 170, 189 a nd 197, F.S. may be implemented by the
Authority within the jurisdictional boundaries of a ll Parties. The Parties do hereby consent and
agree to lev y and collect vo luntary non-ad valorem assessments on properties, either individually
or collectively through the Authority as permitted by law, as may be more specificall y
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Section 7. Authority Boundaries and Service Area. The boundarie s of t he Authority
shall be the legal boundari es of the local go ve rnments that are Parties to thi s Agreement, which
bounda rie s may be limited , ex panded or more s peci fic a ll y designated , in writing w ith notice
provided, from time to time by a Party. Thi s i s a lso the Authority 's Service Area.
Section 8. Role of the A uthority. As conte mplate d in thi s Agreement, the Authority
will uniformly facilitate and assist the Parties with any necessary actions to levy and collect
vo lu ntary non-ad valore m assessments, or other legally authorized form of collection, on th e
benefitted properti es within the Authority 's Se rvice Area and with securing th e repayment of
costs of quali fying improveme nts for those indi vidual properties participatin g in the
RenewPACE Program. Upon approval by the Authority of an app li cation by a lando wner
desiring to benefit th e ir property, tho se properties recei vi ng financing for Qualifying
Improvements shall be assessed from time to time, in accordance with the applicable law and/or
financin g doc ument s. Notwithsta nding a local government's tem1ination of parti cipation within
this Agreement, tho se properties that have recei ved financin g for Qualifying Improve ments s hall
continu e to be a part of th e Authority, until su ch time that all outstanding debt ha s been satisfied
and th e special assessments sh a ll continue to be levied until paid in full for the applicab le
benefitted propert y .
Section 9. Powers of the Authority . The Au thority s hall exerci se an y or all of the
powers granted und er Sections 163.01 , and 16 3 .08, F.S., as well as powers, privileges or
authorities which each local government might exercise se parate ly, as may be amended from
time to time, which include, without limi tation, the follo w in g :
a. To finance qualify in g improvements within th e Authority Service Area and to
faci litate additional improvements or se rvices co nsiste nt with law; including, but
not limited to, acquiring, constructing, managing, maintaining or operating
buildings, works or impro vemen ts;
b. To make and ente r into contracts in its ow n name;
c. To enter into any interlocal agreement as necessary to exercise powers conferred
by law;
d . To appoint co mmittees to assist with implementation of thi s Agreement;
e. To employ agencies, employees, or consultants;
f . To acquire , hold , lease or di spose of r eal or personal property;
g. To borrow money, incur d e bts , liabilities, or ob li gations which s hall not constitute
the debts, lia bilities, or obl igation s of the Originating Parties or any of the Parties
to this Agreement;
h. To levy and collect assessments, or assist in the l evy and collection of
assessments, either as the Authority or on behalf of a Party as permitted by law ;
1. To adopt r esoluti ons and polici es prescribing the powe rs, duties, and functions of
the officers of the Authority, the conduct of the bus iness of the Authority, a nd the
maintenance of record s and documents of the A uthority ;
j . To maintain an office at such place or places as it may desi gnate within the
Service A rea of the Authority or within the boundari es of a Paiiy;
k. To cooperate w ith or contract w ith other governm ental agencies as may be
necessary, convenient, incidental , or proper in co nnection w ith any of the po wers,
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duties, or purposes authorized b y Section 163.08 , F.S., and to accept fundin g from
local and state agenci es;
l. To exercise all powers n ecessary , con venient, incidental , or proper in connection
with any of th e powers, duties, or purpo ses authorized in Section 16 3.08 , F. S.;
m. To create and adopt any and all necessary operating procedures, policies, manuals
or by laws;
n. To maintain insurance as the Authority d eems appropriate;
o. To apply for, r equest, recei ve a nd accept g ifts, grants, or assistance funds from
any lawful so urce to s uppo1i any activity authori zed und er this Agreement; and
p. To exerci se a ny powers or duties necessary to address carbon or r en ewable ene rgy
credits , or any other s imilar co mmodity that may come into exi stence, for th e
public benefits of the pro gram.
Section 10. A uthority Board. The Authority shall be governed by a seven (7) member
Board of Direc tors. Only Partie s , through their go verning bodies, may appoint representati ves to
serve as an Authority Board Director.
a. Initial Board Compos ition. The Initial Board s hall be comprised of one Director
appointed by the govern in g body of each Originating Party plus fi ve (5) additional
Directors to be appointed by the governing bodies of Additional Parties that join
the A uthority pursuant to paragraph b.1) below. Upon ex piration of their te rms as
set fo1ih in subparagraph c. of thi s section, the Initial Board seat s s hall be filled in
the manne r set forth below in subparagraph b. of this section.
b. Rul es of Appointment. To e ncourage broad geographical and diverse
jurisdi ctional repre sentation across the State, the Authority de si re s Directors from
lo cal governm e nts both large and s ma ll , including cities and counties
representative of the di verse participating r egions from throughout th e State of
Florida. To the extent that their applicat ion is practical , in terms of being able to
establish a quorum of Directors to conduct Authority business and in t e m1s of the
actual breadth of the Authority's Party members hip at any g iven time, the
following rules of appointment s hall apply to the selection o f Directors:
1) Geographic Divers it y. To the extent that the Authority has party members in
each s uch boundary area, and to the extent practical, one ( 1) Direc tor s hall b e
appointed from among the Parties located within the boundaries of each of the
five (5) water management districts as defined in Chapter 373 , F.S.
Additionally, following the expiration of the Initial Board te m1 limi t, and to
the extent practical , no more than three Directors fro m Paiiies located w ithin
th e same water managem e nt di stri ct boundary should be seated to se rve at the
same time.
2) Population Divers ity . To the ext ent practical , the Board shall include one
Director from a Party having a population of 500 ,0 00 or more re s id ent s . To
the ex tent practical , the Board shall al so include one Director from a Paiiy
ha v in g a population of le ss than 20 ,000 residents.
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3) City and County Representation. To the extent practical, the Board shall be
comprised of Directors representing at least three (3) cities and r ep rese nting at
least three (3) counties.
4) Originating Party Directors; At Large Directors. Each Originating Paiiy is
entitled to a pennanent Director seat at a ll tim es. In the event that an
Originating Party does not appo in t its Director, such seat shall become an "at-
large" seat. The Board may include up to two (2) At Large Directors. When
an at-large Director seat is established and becomes available, any Party that
does not already have a representati ve on th e Board may nominate a
representative to be considered for an At Large Director seat. At Large
Director seats shall each be fill ed by majority vote of the other five (5)
Directors . When se lecting an At Large Director from among the
representative nominees, the Board shall consider the geographic, population,
and county/m uni cipal factors stated in the Rules of Appointment, together
with the Order of Appointment set forth in paragraph b .5) as we ll as any other
factors that they believe to be r el evant in order to ach ieve and/or maintain
diver s ity on the Board.
5) Order of Appointment. As Additional Parties join the Authority, their
governing body r eceives the right (but not the obligation) to appoint a Board
member on a "first come-fir st served" basis, within the parameters of
paragraphs b.1) through b.4) above. A Paiiy who has a sitting D irector may
substitute that Director for another one from that local government jurisd iction
any time upon notification to the Authority to serve out the remainder of a
term. Each Party's right resets either after expiration of their Board Tenn, or
after the Party is g iven the option of appointin g a representative to the Board
and chooses not to do so except for the Ori ginating Party Directors as
specified in paragraph b.4) ..
6) Expertise of Directors. Parties shall strive to appoint Directors with expertise
in finance, administration and/or special assessments.
c. Director Term L imits. A ll Board of Director terms s ha ll be three (3) years.
However , in the event that successor Directors are not appointed to serve pursuant
to the parameter s of paragraphs b.1) thro u g h b.4) above, then the term limi ted
Director may serve additional terms until a successor i s appointed at the end of
an y such additional term.
d . Officers. The Board shall be governed by a Chair, a Vi ce Chair, a Secretary and a
Treasurer. The Chair shall preside at meetings of the Authority, an d shall be
recognized as head of the Authority for service of process, execution of contracts
and other documents as approved by the Authority . The Vice Chair shall act as
Chair durin g the absence or disability of the Chair. The Secretary, which officer
role may be delegated to a member of Staff, s ha ll keep a ll meeting minutes and a
record of all proceedin gs and acts of the Board and shall be respons ible fo r
ensuring that Board meetin g minutes are di stributed to a ll Directors and Paiiies in
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e.
a reasonable time period after the subj ect meetin g. The Treasurer, which officer
role may be del egated to a membe r of Staff, s hall be responsibl e for managing
and presenting the Authority Budget. The Chair and Vice-Chair shall be el ected
from the current Board membership and all officer term s shall be set as one (1)
year te1111s and s hall commence on October 151 of each year. The Board s ha ll re -
organize no later than September 30 for the subsequent fisca l year.
Board Powers and Duties . The Authority Board shall act as the governing bod y
of the Authority and shall have, in addition to all other powers and duties
described herein, the fo llo win g powers and duties:
1) To fix the time, and detennine policies and orders of business for meetings,
the place or places at which its meeting shall be held, and as set fo1ih herein,
to call and hold special meetings as may b e necessary.
2) To make and pass policies, regu l ations, reso luti ons and orders not incons ist ent
with the Constitution of the United States or of th e State of Florida, or the
provisions of this Agreement, as may be n ecessary for the governance and
management of the affairs of the Authority, for the execution of the power s,
ob li gations and respons ibilities vested in the Authority, and for can-ying into
effect the provi sions of this Agreement.
3) To adopt bylaws or rules of procedure, or amend tho se initiaH y adopted by the
Originating Parties.
4) To fix the location of the principal p lace of business of the Authority and the
location of a ll offices maintained thereunder.
5) To create any and all necessary offices in addition to Chair, Vice-Chair,
Secretary and Treasurer; to establish the powers, duties and compensation of
all employees or contractors; and to require and fi x the amount of all non-ad
valorem assessments and/or fees necessar y to operate the RenewP ACE
Program.
6) To se lect and employ such emplo yees and executive officers as the Authority
Board deems n ecessary or desirable, and to set their compensation and duties.
7) To employ or hire such attorneys as it deems appropriate to provide l egal
advice and/or legal services to the Authority, and to employ and hire such
other consultants as it deems appropriate through any procedure not
inconsistent with law.
8) As applicable and available, nothing herein shall limit the Authority's ability
to pursue actions or remedies pursuant to Chapter 120, F.S.
f. Re signation. Any Director may resign from service upon prov iding at leas t thirty
(30) days written notice pursuant to Section 27 of this Agreement, to the
Authority Board Secretary. Su c h notice shall state the date said resignation shall
take effect. Additionally, any Authority Board Director who i s absent for three
(3) Authority Board meetings w ithin any given year, unless excused by majority
vote of the Board, may, at the discretion of the Board, be deemed to have resigned
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g.
from the Authority Board. Any Director who resi g ns s hall be replaced in
accordance with the Rules of Appointment set fo1ih in subparagraph (b) above.
Any resigning Director s hall imme diately turn over and deliver to the Authority
Board Secretary all records, books, documents or other Authority property in their
possession or under their control. If extenuating circumstances require
appointment of an interim Director necessary to enable the Authority to operate,
an interim Director may be appointed by majority vote of the Authority Board
until such time as a permanent s u ccessor can be seated.
Board Compensation; Expenses. Authority Board Directors, as representatives of
the local government Parties to this Agreement, shall serve without compensation.
Reasonable travel or Authority-re lated expenses for Authority Board Directors
shall be reimbursable as p ermitted by Florida law.
Section 11. Meetings of the Authority Board.
a. Within thirty (30) calendar days of the creation of the Authority, or sooner if
feasib le, the Ori ginating Pai1ies shall hold an organizational meeting to appoint
officers and p erform other duties as required under this Agreement.
b. There shall be an Annual Meeting of the Authority. The annual s tatements shall
be presented, and any other such matter as the Authority Board deems appropriate
may be considered.
c. The Authority Board shall have regular, noticed, quarterly meetings at such times
and places as the Authority Board may d esignate or prescribe. In addition, spec ial
meetings may be called, from time to time, by the Authority Board Chair, or by a
majority vote of the Authority Board. A minimum of 24 hours notice to the
public and all Authority Board Directors shall be gi ven for any special meetings.
d. In the absence of s pecific rules of procedure adopted by the Authority Board for
the conduct of its meetings, the fundamental principles of parliamentary
procedure shall be relied upon for the orderly conduct of all Authority Board
meetings.
Section 12. Decisions of the Authority Board. A quorum of the Authority Board shall
be required to be present at any meeting in order for official action to be take n by the Board. A
majority of all Authority Board Directors s hall constitute a quorum. A quorum may be
established by both in person attendance and attendance through communications media
technology, as allowed by state law, and pursuant to policy adopted by the Board. It is the desire
and intent of this Agreement that decisions made by the Authority Board shall be by consensus
of the Board. However, if a consensus is not achievable in any pa11icular instance, then a
majority vote of the quorum of the Authority Board shall be required to adopt any measure or
approve any action, unless otherwise provided herein.
Section 13. Authority Staff and Attorney. The Authority 's adm ini strative functions
shall be carried out on a day-to-day basis by the Third-Party Administrator and its subcontractors
in accordance with the Administration Services Agreement attached as Exh ib it A , as it may be
updated and amended from time to time noticed to all Parties to thi s Agreement. The Third-
Party Administrator shall be delegated with all duties n ecessary for the conduct of the
8
Authority 's bu si n ess and be delegated with the exercise of th e powers of the Authority as
prov ided in Section 16 3.01 and Sectio n 16 3.08 , F.S. The Authority may a-lse hire legal co un sel
to serve as its General Counsel.
Section 14 . A uthorized Official. The Authority Board Chair or its d es ignee s hall serve
as th e local officia l or des ignee who is authori zed to e nter into a financing agreement, purs uant
to Section 163.08(8), F .S., with propeiiy owner(s) who obtain financing through the Authority.
Section 15. Additional Parties. With the express goal of expanding to offer serv ice s to
a ll Florida loca l governments, the Originating Parties to thi s Agreement supp01i and encourage
the participation of Add itional Parties a s contemplated herein.
Section 16. Funding the Initial Program. Funding for the Authority shall initially be
from grant fund s or other funds acquired by the Originating Paiiies and/or Additional Parties.
For the initial establi s hment of the Authority, contributions can be made to the Authority a s
permitted by law.
Section 17. Debts of the Authority are Not Obligations of any Parties. Pursuant to
Se ction 163.01 (7), F.S. th e Authority may exerc ise a ll power s in connection with th e
authorization , issuance, and sale of bonds or other legally authorized m echani sms of finance.
Any d e bts, liabilities, or obligations of the Authority do not constitute debts, li abilities or
obligations of the Originating Parties or any Additional P arty to this Agreement. Neither this
Agreement nor the bonds issued to furth er the program shall be deemed to constitute a general
de bt , liability, or obligation of or a p ledge of the faith and credit of any other Party to this
Agreeme nt. The iss uance of bonds as contemplated by this Agreement s hall not directly ,
indirectly , or contingently obli gate any Party to thi s Agreement to le vy or to ple dge any form of
taxation whatsoever therefore, or to m ake any appropriation for th eir payment.
Section 18. Annual Budget.
a. Prior to the beginning of the Authority 's fi s cal year , the Authority Bo ard w ill
adopt a n annual budget. Such budget shall be prepared in the manne r and within
th e time period required for th e adoption of a tentative and final budget for s tate
governmental agencies purs uant to general law. The Authority's annual budget
shall contain an estimate of rece ipts by source and an itemized estimation of
expenditures anticipated to be incurred to meet the financial needs and obligations
of the Authority.
b. The adopted Budget shall be the operating and fi scal guide for the Authority for
the ensuing Fiscal Year.
c. The Board may from tim e to time amend the Budget at any duly called regular or
special meeting .
Section 19 . Reports.
a. Financial reports: The Authority shall provide financial reports in such f01m
and in s uch manner as prescrib ed purs uant to thi s Agr eem ent and Chapter 2 18 ,
9
F.S. Both quarterl y a nd ann ua l financial rep011s of the Authority s ha ll be
completed in accordance with ge n era ll y accepted Government A uditing St a nd ar ds
by an independent certi fied pu bli c acco unta nt. At a minimum, th e quai1erl y and
a nnua l reports shall inc lude a ba lance sheet, a state m e nt of revenues, expenditures
a nd changes in fund equity a nd combining statements prepared in accordan ce
w ith generally accepted account ing p ri nc iples.
b. O p erational reports: T he A uthority Board sha ll cause to be made at least once
every year a comprehe ns ive repo11 of its operations including a ll matters r e latin g
. to fees, cost s, projects finan ced and s ta tu s of a ll fund s and acco unts.
c. Audits: The Authority s ha ll be s ubj ect to , and s hall cause to be conducted: (i) a n
ind e pendent financial audit and (ii) a n independent p erformance aud it perfonned
in accordance w ith ge ne rall y accepted acco unting practi ces and as appli cable b y
state law.
d. Reports to be public records: All repor ts , as well as supportin g documentation
s uch as, but not li m ite d to , constru ction, financial , coffespondence , in structions ,
m emoranda, bid estimate s heets , proposal documentation, back c harge
doc umentation , cance led c h ecks, and other r e late d record s produced an d
maintained by th e A uth ority, its employees and con sultants shall be deemed
publi c records pursuant t o Chapter 1 19, F.S., and shall be made a v ailabl e for
a udit, re vi ew or copyin g by any person upon reasonable notice.
Section 20. Bonds. Th e Authority Board is authorized to prov ide, from tim e to time,
for the i ssuance of bonds, or other le gally a uthoriz ed form of finance , to pay a ll or part of the
cost of q ual ifyin g impro vements in acco rd a nce w it h law.
Section 21. Schedul e of Rate s and Fees.
a. U p on the cr eati o n of the A utho ri ty as set fo11h in thi s Agreem ent, the Autho ri ty
Board sh all establi s h a schedule of rates , fees or oth er charges fo r the purpose of
maki ng th e Authority a self-sustain in g district. There s hall not be a ny obligation
on the part of the Orig inating Parties or any Ad ditional Pai1ie s for finan ci n g
contr ibutions . The Authority s hall not b e authorize d to create o r di stribute a
profit. This s ha ll not, ho wever, prevent t he Authority from establi shin g reserves
fo r unanticipate d ex penses or for future proj ects in keepi n g w ith sound, prudent
and reasonab le operation o f the Program w ithin industry st andards or from
fu lfilling a n y other requirem ents im posed by bond financing s, othe r financial
o bli gations or law . N or shall this prevent the A uth ori t y from incuffing costs such
a s professiona l fees and o ther costs necessary to accomp li sh its purpose. The
A uthority Board shall fi x the initial sc h ed ul e of rates, fees or othe r ch arges for the
u se of and the serv i ces to o pe rate th e RenewPACE Program to be paid by each
participating property o w n er co n s istent with Section 163.08(4), F.S.
b. The A utho rit y Board may revise the schedule of rates , fee s or othe r ch arges fr om
t im e to time; provided h owever, that such rates, f ees o r charges shall be so fixed
and revised so as to prov ide s ums , w hi ch w ith othe r funds available for su ch
purposes, sh all be s ufficient at a ll times to p ay the expenses of operating and
maintaining the RenewPACE Program. This shall in c lude any re quired r eser ves
10
for such purposes, the principal of and interest on bonds, or other financin g
m ethod, as the same s hall become due, and to provide a marg in of safety over and
above the total amount of any such payments, and to comply full y w ith any
covenants contained in th e proceedings authorizing the is s uance of any bonds or
other obli gations of the Authority.
c. The rates, fees or other charges set pursuant to this section s hal I be just and
equitable and unifotm for users and, where appropriate, may be based upon the
si ze and scope of the financial obligation undertaken by a Participating Property
Owner. All such rates, fees or charges shall be appli ed in a non-discretionary
manner with respect to the Participating Property Owner's geographical location
w ithin the Authority 's Service Area. No rates, fees or charges shall be fi xed or
subsequently amended under the foregoing provisions until after a public hearing
at which all the potential paiiicipants in the Program, and other interested persons,
shall have an opportunity to be heard concerning th e proposed rates, fees or other
charges. Notice of s uch public hearing setting forth the propo sed schedul e or
schedules of rates , fees or other charges shall be provided in accordance with
Chapter 163 and Chapter 197, F.S.
d. The Authority shall charge and collect such rates, fee s or other charges so fixed or
revised, and such rates, fees and other charges s hall not be subject to the
supervisi on or regulation by any other commission, board, bureau, agency or
other political subdivision or agency of the county or state.
e. In the event that any assessed fees , rates or other charges for the servi ces and
financing provided by the Authority to Participating Property Owners shal l not be
paid as and when due, any unpaid balance thereof, and a ll interest accruing
thereon, shall be a li en on any parcel or property affected or improved thereby.
Pursuant to Section 163.08(8), F.S., s uch li en shall constitute a lien of equal
dignity to county taxes and assessments from the date of recordation. In the event
that any such fee , rate or charge shal I not be paid as and when due and shall be in
default for thirty (3 0) days or more, the unpaid balance thereo1: and all interest
accrued thereon, together with attorney's fees and costs, may b e recovered by the
Authority in a civi l action, and any such lien and accrued interest may be
foreclosed and otherwise enforced by the Authorit y by action or suit in e quity as
for the foreclosure of a mortgage on real property.
Section 22. Disbursements . Disb urs ements made on behalf of the Authority shall b e
made by checks drawn on the accounts of the Authority.
Section 23. Procurement; Program Implementation and Admin is tration. The
Authority sh all be administered and operated by a Third Party Administrator ("TPA") who shall
be respons ible for providing services to the Authority for the design, implementation and
administration of the Renew PACE Program. The Originating Parties and all Additional Parties
understand and acknowl edge, and the Town of Lantana represents and wanants that, the
procurem e nt for the initial TPA was performed in accordance w ith its adopted procurement
procedures. Pursuant to said procurement procedures, "EcoCity Partners, L3C" was hired as the
TP A. The "Florida Green E nergy Works Program A dministration Services Agreement" between
Lantana and EcoCity Partners, L3C is attached hereto as Exhibit 1 and i s hereby incorporated by
11
reference. The initi a l F lorida Green Energ y Works Program Administration Se rvices
Agreement, as amended, was assigned by the Authority to Renewable Funding LLC on March
10, 2016 ..
Section 24. Term. This Interlocal Agreement s hall remain in full force and effect
from the date of its execution by the Originating Parties until su ch time as there is unanimous
agreement of the Authority Board to dissolve the Authority. No twith standing the foregoing ,
di sso lution of the Authority cannot occur unless and until any and all outstanding obligations are
repaid ; provided , however, that any Party may term inate its in volvement and its participation in
this Interlocal Agreement upon thirty (30) days' written n o ti ce to the other Parties. Should a
Party te1minate its participation in this Interloca l Agreement, be dissolved, abo li s hed , or
otherwise cease to exist, this Interlocal Agreement shall continue until s uch time as all remaining
Patiies agree to dissolve the Authority and all special assessments levied upon Patiicipating
Property Owners prope1iies have been paid in full.
Section 25. Consent. The execution of this Inter lo cal Agreement, as a uthori zed by the
government body of the Origin~ting Pariies and any Additional Pmiy shall be co n sidered the
Parties' consent to the creation of the Authority as required by Sections 163.01 and 163.08, F.S.
Section 26. Limits of Liability.
a. All of the privileges and immunities from liability and exemptions from law,
ordinances and rul es which apply to municipalities and counties of this s tate
pursuant to Florida law shall equally apply to the Authority. Likewise, all of the
privileges and immunities from liability; exemptions from laws, ordinances and
rules which apply t o the activity of officers, agents, or employees of counti es and
municipalities of this state pursuant to Florida law shall equally apply to the
officers, agents or employees of the Authority.
b. The Originating Parties and all Additional Pmiies to this Agreement shall each be
individually and separatel y liable and responsible for the actions of their own
officers, agents and employees in the performance of the ir re specti ve obligations
under this Agreement purs uant to Chapters 768 and 163, F.S . and any other
applicable law. The Parties may not be held jointly or severall y liable for the
actions of officer or employees of the Authority or by any other action by the
Authority or another member of the Authority and the Authority shall be solely
liable for the actions of its officers, employees or agen t s to the extent of the
waiver of soverei gn immunity or limitation on liability provided by Chapter 768,
F.S. Except as may b e otherwise specified herein, the Pa1iies shall each
individually defend any action or proceeding brought against their respective
agency under this Agreement, and they shall be individually responsible for all of
their respective costs, attorneys' fees , expenses and liabilities incurred as a result
of any such claims, demands, suits, actions , damages and causes of action,
including the invest igation or the defense thereof, and from an d against any
orders, judgments or decrees which may be entered as a result thereof. The
Parties shall each individually maintain throu ghout the term of this Agreement
any and a ll applicable insurance coverage required by Florida law for
12
Section 31. Merger, Amendments . This Agreem e nt incorporates and includes all prior
neg otia tions, correspond en ce, agreem e nts or under standings app li ca bl e to th e m atters co nta in ed
her e in; and the Parties agree that th ere ar e no commi tme nts, a greements o r und erstandings
con cerning th e s ubj ect matter of thi s Agreement that are no t co ntained in thi s document.
Accordin g ly, the Parties agree that no deviation from the t erms hereof sha ll b e pr edi cat ed upo n
any prior r epre sentation s or a gr eements w h eth er oral or written. It is furth e r agreed that no
cha nge, amendme nt , alteration or modification in the t erms and conditio ns contained in thi s
Interlocal Agreement s hall b e e ffecti ve unless contained in a w ritten docum e nt that is ratified o r
approved by at le ast seventy -fi ve (75%) of the Parties to thi s Interloca l Agreem ent, whi ch
ratification or approval s hall be expressed in wri tin g by s u ch Party and delivered to th e Authority
in a form upon w hi ch the A uthority can rely, and the A uthority has m ade a fin ding to that effect
in the manner specifie d in Section 12 of thi s lnterlocal Agreement.
Section 32. Ass ignment. The respective obligation s of the Pa11ies set forth i n this
Inter local Agreement s ha ll not be a ssigned , in whole or in part, w ithout the written consent of the
other Parties h ereto.
Section 33. Records . The Pa rti es shall each maintain t heir own r es pective re cords and
documents associate d w ith thi s Interlo cal A g ree m ent in accordance with th e requirements for
records retention set forth in F lorida l aw.
Section 34. Compliance with Laws. In the perfomrnnce of this Agree ment, the Parties
hereto s hall comply in all material respects with all applicable federal and state laws and
regulations and all applicable county and munic ipal ordinances and r egulations.
Section 35. Governing Law and Venue. Thi s Interlocal Agreeme nt s hall b e governed ,
construed and controlled according to th e laws of the State of Florida. Venue for any claim,
objection or di sp ute ari sing out of the terms of thi s lnte rlocal Agreement s hall be proper
exclu s ively in P a lm Beach County , Florida.
Section 36. Severability. In the event a p01iion of this Interloca l Agreement is found
by a court of competent jurisdiction to be invalid , the remaining p rovi s ions s h a ll c ontinue to be
e ffecti ve to the exte nt possible.
Section 37. Effecti ve Date and Joinder b y A utho rity . This Int erl ocal A gr eement s ha ll
become effective upo n its execution b y the Originating Parties. It is agreed t hat, upon the
formation of the A uthority, the Authority s hall thereafter join thi s Inte rlocal Agreement and that
the Authority s hall thereafter be deemed a P arty to thi s Interlocal Agreement.
Section 38. No Third Party Ri ghts. No provis ion in this Agreement shall provide to
any person that is not a party to thi s A gr eement any remedy, claim, or cau se of action, or create
any third-party b eneficiary ri ghts agains t any Party to thi s Agreement.
Section 39. Access a nd Audits . Pa lm Beach County has establi s h ed the Office of
In spector General in Article VIII of the Chm1er of Palm B each County, as may be a me nded,
w hich i s authorized and empower ed to review past, present and proposed county or municipal
14
contracts, tran sactions, accounts a n d records. The In s pector General has the power to subpo ena
w itnesses, admini ster oath s and re quire the production of re cord s, and a udit, invest igate, monitor,
and inspect t he activities of Palm Beach County, its officers, agents, employees, and lobby ists , as
well as the activ iti es of a ll municipalities in the county, and their officers, agents, emp loyees, and
lobbyi st s , in order to ensure compli ance w ith contract requ irements a nd detect corruption and
fraud . Fai lu re to cooperate wi th the Inspector General or interference or impedin g any
investi gation s hall be in violati on of Chapter 2, A1iicle X III of the Palm B each County Code of
Ordi nances.
[Remainde r of page intentionall y le ft blank.]
15
AMENDED AND REST A TED
FLORIDA GREEN ENERGY WORKS PROGRAM
ADMINISTRATION SERVICES AGREEMENT
THIS AMENDED AND RESTATED FLORIDA GREEN ENERGY WORKS
PROGRAM ADMINISTRATION SERVICES AGREEMENT ("Agreement"), effective as of
June 1, 2015 (the "Effective Date"), is entered into by and between the Florida Green Finance
Authority ("Authority") and EcoCity Partners, L3C, a Vermont low-profit limited liability
company (''Administrator") (Au thority and Administrator are referred to herein collectively as the
"Parties" and singly as a "Party").
WHEREAS, the Town of Lantana and Administrator originally entered into that certain
Florida Clean Energy and Climate Commission Grant Agreement #ARS053 dated July 26, 2011
(the "Grant Agreement"), which was assigned by the Town of Lantana to the Authority, and
assumed from the Town of Lantana by the Authority, and amended by that certain Florida Green
Energy Works Program Agreement and Addendum to Grant Agreement dated as of April 2, 2012 ,
as further amended by Addendum #2 on April 17, 2012, and as further amended by Addendum #3
on Apiil 22, 2013 (the "Agreement"); and
,vHEREAS, the parties hereto agree that the Agreement is amended as restated herein and
that this Amendment shall be incorporated into and supersede the Agreement, shall be made a part
thereof, and to the extent of any conflict with the Agreement, shall s upersede same.
NOW, THERE.FORE, in consideration of the mutual covenants set forth herein, the
par1ies agree as follows :
Agreement
I. Restatement; Assignment. This Agreement shall become effective upon execution
by the Town and the Administrator. It amends , restates and replaces the Existing Agreement i n
its entirety except the assignment of the Agreement by the Town to the Authority, and assumption
of the Agreement by the Authority from the Town, shall remain in effect.
2 . Term; Renewal. The tenn of this Agreement (the "Initial Tenn") sball be a period
of five (5) years from the Effective Date. At the expiration of the Initial Tenn and any Renewal
Tenn, the Agreement sha11 automatical1y be renewed for an additional five (5) year period(s) (each,
a "Renewal Term" and, together with the Initial Term, the "Term") unless terminated earlier as
provided in Section 7.
3 . Services.
(a) Scope of Services. Administrator has been engaged to design, implement
and administer the Program, and Administrator shall perfonn the services described in Exhibit A
attached hereto and made a part hereof (the "Services"). The Services shall be provided to the
Autho1ity for purposes of assisting the local governments that are parties to the hlterlocal
Agreement ("Members") with financing of qualifying improvements authorized by the PACE Act
(hereinafter "Qualifying Improvements"). Administrator shall have the express authority to
represent the Authority in contract negotiations with local governments and shall have all
necessary powers and duties to carry out its obligations consistent with this Agreement.
(b) Standards of Service. Work under th is Agreement shall be perfmmed only
by competent personnel under the supervision of Administrator. Such right to employ vendors
includes the right to engage a provider to offer residential PACE administrative services consi stent
with this agreement, as it may be amended from time to time. Administrator shall commit adequate
resources to develop and implement and the Program and perform the Services as required by this
Agreement. The Administrator shall exercise the same degree of care, skill and diligence in the
perfonnance of the Services as that ordinarily provided by an administrator under similar
circumstances. Work, equipment or materials that do not confonn to the requirements of this
Agreement, or to the requirements of law, may be rejected by the Authority by written notice to
Administrator and in such case shall be replaced promptly by Administrator following notice and
explanation of applicable requirements from the Authority, unless Administrator provides a bona
fide objection to the rejection notice. The Administrator has a material obligation to maintain
these reasonable standards of service; failure to do so may constitute an Event of Default pursuant
to Section 7(a)(i) of this Agreement."
(c) Additional Service Providers . Administrator shall be permitted , in its sole
discretion, to use and employ vendors, underwriters, providers, consultants, advisors or counsel in
the development and administration of the Program or the provision of the Services. A current list
of subcontractors is attached as Exhibit B . Administrator shall be responsible for all work
performed by any other parties engaged by Administrator related to the Services,
(d) Compliance with Laws: Binding Agreement. The Administrator hereby
wa1Tants and represents that at all times during the term of this Agreement it shall maintain in good
standing all required licenses, certifications and permits required under federal , state and local
laws applicable to and necessary to perform the Services as an independent contractor.
Administrator represents that it is authorized to do business in the State of Florida. The execution,
delivery and performance of this Agreement by Administrator has been duly authorized, and this
Agreement is binding on Administrator and enforceable against Administrator in accordance with
its terms . No consent of any other person or entity to such execution, delivery and perfonnance is
required.
(e) No Exclusive Engagement: Conflicts of Interest. Nothing in this
Agreement shall prevent Administrator from performing similar Services in other jurisdictions,
either within or outside the State of Florida. So long as Administrator fulfills its obligations to
provide the Services, Administrator, its sub consultants or any other provider, vendor, consultant,
underwriter, or third party used or employed by Administrator, is permitted, individually or
collectively, to advance without conflict any other PACE Program, or assist any other PACE
Program sponsor, and that there is and shall be no objection by the Authority to such actions. The
Administrator agrees that neither it nor its sub consultants shall represent any persons or entities
in any action before the Authority, or before any Member of the Authority concerning
implementation of the Program.
(f) Independent Administrator. Administrator and any agent or employee of
Administrator shall be deemed at all times to be an independent contractor and not an employee,
pat1ner, agent, joint ventur e or principal of the Authority with respect to all of the acts and Services
perfonned by and under the terms of this Agreement. Accordingly, neither Party shall have any
authority to represent or bind the other. Administrator is wholly responsible for the manner in
which it performs the Services and work required under this Agreement. Neither Administrator
nor any agent or employee of Administrator shall be entitled to participate in any plans,
arrangements or distributions by the Authority or any of its Members pertaining to or in connection
with any retirement. health or other benefits the A uthority or ari y of its Members may offer their
employees. Administrator is 1iable for the acts and omissions of itself, its employees and agents .
Any te1ms in this Agreement referring to instructions from the Authority shall be construed as
providing for direction on policy and the results of Administrator's work, but not the means as to
which such a result is obtained . The Authority does not retain the right to control the means or
method by which Administrator performs the Services.
(g) Taxes. Administrator shall be responsible for all obligations and payments,
whether imposed by federal, state or local law, including, but not limited to , FICA, income tax
withholdings, unempl oyment compensati on, insurance and other similar responsibilities arising
from Administrator's business operations .
4 . Responsibilities of Authority. The Authority acknowledges that the Florida law
authorizing PACE programs reserves authority and responsibility for establishing the program and
executing .financing agreements with property owners to local govenunent. Consequently, the
Authority shall timely take the following actions:
(a) Authorize and adopt resolutions required to implement the Program;
(b) Approve do c uments authorizing the Administrator to commence legal
proceedings on behalf of the Authority to validate Program rel ated obligations and to engage
counsel for the purpose;
(c) Within a reasonable time following submittal by Administrator, execute
documents required to implement the Program including, but not limited to , financing or other
agreements, obligations or instruments;
(d) Other actions reasonably required to be performed by the Authority to
facilitate the development, implementation or activities of the PACE Program.
5. Compensation.
(a) Program Administration. For Services relating to the prior design and
ongoing operation of the Program, and for its performance hereunder, Administrator shall be
entitled to impose and collect fees and charges in accordance with the schedule of fees described
in Schedule 3 to Exhibit A ("Schedule of Fees"), which the Authority and Administrator may
amend from time to time by mutual agreement to ensure the Program is priced to be competitive
in the marketplace and all expenses are paid for through Program operation.
(b) Payment Does Not Imply Acceptance. The making of any payment by the
Authority, or the receipt thereof by Administrator, shall not reduce the liability of Adminis trator
to rep]ace any work, equipment or materials which do not conform to the requirements of this
Agreement, regardless of whether the unsatisfactory character of such work, equipment or
materials was apparent or reasonably detectable at the time payment was made.
(c) Additional Service Providers. Administrator shall be solely responsible for
all payments to any third party subcontractors, service providers or sub consultants that are
engaged b y Administrator to perform any of the Services contempl ated by this Agreement.
6. Ind emnification; Insurance.
(a) Indemnification. Administrator shall indemnify and hold harmless the
Authority, its member Parties, its officers agents and employees, and shall upon request defend
them, from and against any and all demands, claims, losses, sui ts, li ab ili ti es, causes of action ,
judgment or damages, ari s ing out ot: related to, or in any way coru1ected with Administrator's
perfonnance o f this Agreement, including, but not limited t o, liabilities arising from contracts
between the A dm inistrator and th ird parties made pursuant to this Agreement. The indemnity
obligations provided for in this paragraph shall include reasonable attorneys' fees , but shall
exclude any liability resulting from acts of, or failure t o take action by, the Authority, its member
Parties, its officers, agents and employees .
The Autho1ity shall p romptly notify the Admi n istrat or of any claim giving rise to a right to
indemnity and shall fully cooperate with the Administrator in defense of such claims. So long as
the Administrator has agreed that the Authority is entitled to i ndemni ficatio n , the Administrator
shall have the ri ght to control the defense of th e claim, including, without limitation, the right to
designate counsel and to select a single co unsel to jointly represent the interests of the Authority
and the Administrator (unless an actual present conflict would preclude joint representation) and
including the right to control all negotiations, 1itigation, arbitration, settlements, compromises, and
appeals of the claim . The Authority shall cooperate in defense of any claims and may, but is not
required to, retain at i ts cost additional separate counsel to participate in or monitor the defense of
the claim by Administrator.
This Section 6(a) shall survive tennination of this Agreement.
(b) Insurance. Without in any was limiting Administrator's liability pursuant
to Section 7(a) above, Administrator shall maintain in force, throughout the Term, insurance with
the following coverages:
1. Worker's Compensation insurance .in the amount required by law;
ii. Commercial General Liability Insurance with limits of not less than $1
million per occurrence Combined Single Limit for Bodily Injury and
Property Damage, including Contractual Liability, Personal Injury,
Products and Completed Operations;
111. Commercial Automobile Liability Insurance with limits of not less than
$1 million per occurrence Combi ned Single Limit for Bodily Injury and
Property Damage, including Owned, Non-Owned and Hired auto
coverage, as applicable; and
1v . Professional liability insurance with limits of not less than $1 million
per claim with respect to negligent acts, errors or omissions in
connection with professional services to be provided und er this
Agreement.
(c) Required Provisions. All insurance required under this Agreement shall be
maintained with reputable companies authorized to do business in the State of Florida. The
liability insurance required under this Section 6 shall (i) name the Authority as an additional
insured, (ii) provide that such policy is primary insurance to any other insurance available to the
additional insureds, with respect to any claims arising out of this Agreement, and (iii) apply
separately to each insured against whom a claim is made or a suit is brought. Upon request,
Administrator shall deliver a certificate of insurance to the Authority confirming the existence of
the insurance required by this Agreement.
7. Default: Tennination.
(a) Events of Default. Each of the following shall constitute an event of default
("Event of Default") under this Agreement:
1. Either Party fails or refuses to perform or observe any material te1m,
covenant or condition contained in any section of this Agreement, and
such failure continues for a period of thirty (30) days after receipt of
written notice from the non-breaching Party, or such longer period as
may be reasonably required for cure, provided the breaching Party
commences the cure within thirty (3.0) days and diligently pursues the
c ure until completion.
11. Administrator (A) is generally not paying its debts as they become du e,
(B) files , or consents by answer or otherwise to the filing against it of: a
petition for relief or reorganization or any other petition in banlauptcy
or for liquidation or to take advantage of any bankruptcy, insolvency, or
other debtors' relief law of any jurisdiction, (C) makes an assignment
for the benefit of creditors, or (D) consents to the appointment of a
custodian, receiver, trustee or other officer with similar powers over
Administrator or any substantial part of Administrator's property.
111 . A court or governmental authority enters an order (A) appointing a
custodian, receiver, trustee or other officer with similar powers with
respect to Administrator or any substantial part of Administrator's
property, (B) constituting an order for relief or approving a petition for
relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy, insolvency, or other
debtors' relief law of any jurisdiction, or (C) ordering the dissolution,
winding-up or liquidation of Administrator.
(b) Remedies for Default. Upon the occurrence of any Event of Default, each
Paity shall be entitled to proceed at law or in equity to enforce their rights under this Agreement,
including, without limi tation, to te1mi11ate this Agreement or to seek specific perfonnance of all or
any part of this Agreement. In addition, following the occun-ence of any Ev~nt of Default, foe
Authority shall have the option, but no obligation, to cure or cause to b e cured any Event of Default
on behalf of Administrator, and in such event Administrator shall pay to the Autho1ity upon written
demand all costs and expenses incmTed by the Authority in effecting such cure, with interest
thereon from the date the expense is incurred by the Authority at the maximum rate then pennitted
by law. The Authority shall h ave the right to offset from any amounts due Administrator under
this Agreement or any other Agreement between the Auth01ity and the Administrator all damages,
losses, costs and expenses incurred by the Authority as a result of the occurrence of an Event of
Default caused by Administrator.
(c) Exercise of Remedies. All remedies provided for in this Agreement may be
exercised singl y or in combination with any other remedy available hereunder or under applicable
law. The exercise of any remedy s hall not be deemed a waiver of any other remedy.
(d) Termination for Convenience.
1. Effective Date. Following the Initial Tenn, either party may notify the
other of its intent to te1minate the Agreement for any reason by
delivering written notice of tennination no later than May 15 of any year
during the Term. In such event, the Agreement w ill terminate on August
15 of the year in which the tennination notice is delivered, at which date
Adm inistrator shall cease providing the Services. In the event the
Authority tenninates the Agreement under the provisions of this
paragraph 7(d), Administrator shall be entitled to continue to offer the
Services during the transition period so long as (i) Administrator does
not approve any projects, completion of which will extend beyond the
tennination date; (ii) Administrator provides for ongoing management
of asse~sments related to any projects completed under Administrator's
auspices; (iii) Administrator continues to provide an of the Services in
a professional manner in accordance with the Agreement; (iv)
Administrator continues to work in good faith with the Authority to
provide a smooth transition for either the tennination of the program or
transfer to another administrator.
11. Tennination Fee. In the event of termination for convenience by the
Authority, Administrator shall be entitled to a termination fee equal to
thirty percent (30%) of the origination fee which would have been
received by Administrator pursuant to Schedule l to Exhibit A , had the
Agreement not been tenninated, for al I PACE projects funded through
the Authority which (i) had completed applications submitted to the
Program p1ior to the termination date, (ii) are closed within one ( l) year
after the tennination date, and (iii) are identified by Administrator in
writing no later than five (5) days after the tennination date ..
(e) Termination for Impossibility. ln the event that (i) conditions in U .S.
financial markets, (ii) changes in PACE law, or (iii) changes in the Authority's authority to provide
assessment lien priority render the PACE Program infeasible, Adminjstrator may suspend the
PACE Program for a period ofup to twelve (12) months. Should the Administrator determine at
the conclusion of the suspension period that condi tions do not warrant resumption of the program
Administrator may request from the Authority an extension of the PACE Program suspension for
an additional six (6) months. The Authority may, at its option, grant the extension or instead choose
to tenninate the Agreement.
(t) Rights and Duties Upon Termination. Upon the expiration or earlier
termination of th is Agreement pursuant to this Section, this Agreement shall terminate and be of
no further force and effect, except for those provisions which expressly survive termination. Upon
expiration or termination, Administrator shall tran sfer to the Authority any records , data, supplies
and inventory produced or acquired in connectjon with this Agreement. This subsection shall
survive the terminatfon of th e Agreement.
8 . Confidential Information; Ownership and Access to R ecords .
(a) Proprietary or Confidential Information . Administrator acknow ledges that,
in the performance of the Services or in contemplation thereof, Administrator may have access to
private or confidential information which may be owned or controlled by the Authority, and that
such information may contain proprietary or confidential details, the disclosure of which to third
parties may be damaging to the Autho1ity. Administrator agrees that all information disclosed by
Authority to Administrator shall be held in confidence and used only in performance of this
Agreement. Administrator shall exercise the same standard of care to protect such information as
a reasonably prudent Admjnistrator would use to protect its own proprietary data.
(b} Ownership of lnfonnation. The parties acknowledge that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings, reports and all
similar or related information (whether patentable or not) which are conceived, developed or made
by Administrator or Autho1i ty exclusively for the Program during the tenn of this Agreement are
deemed to be within the public domain, and subsequently may be used by each party without
wrurnnty of any kind. Any artworks, copy, posters, billboards, photographs, videotapes,
audiotapes, systems designs, software, reports , diagrams, surveys, blueprints, source codes or any
other original works created by Administrator in connection with the Program shall not be deemed
to be works for hire. Notwithstanding the foregoing, to the extent that any components used in the
Program are developed independently and licensed from third parties, including, without
limitation, any software, methods, inventions, processes, logos, brands or data, such components
shall not become part of the public domain and the tenns of the applicable Ucense shall prevail.
Among other things, the online sustainability tool for green business certification has been licensed
from Green Bureau, LLC and use of the service-mark PACE3P® and any related trademarks or
service marks have been licensed from Demeter Power Group, Inc.
(c) Public Records . All records, books, documents , maps, data , deliverables,
papers and financial infom.1ation associated with the Program to be administered b y Administrator
(the ''Records") are public records of the Authority and Administrator shall make them available
to be inspected and copied upon request by the Authority. Public record requests made pursuant
to Chapter 119 , Florida Statutes shall be overseen by the General Counsel to the Authority and
process by the Administrator on behalf of the Authority. While the Authority may have a
continuing obligation to maintai n the Records , ti1e Administrator is obligated to tum over to the
Authority all documents upon termination of the Agreement and remains obligated to suppo rt
Public Record requests for a period of three (3) years from the date of termination of this
Agreement. The Authority , or its designee, shall , during the tenn of this Agreement and for a
period of three (3) years from the date of termination of this Agreement, have access to and the
right to examine and audit any of the Records. Refosal .or failure by the Administrator to comply
with the requirements of thi s Section or of Chapter 119, Florida Statutes (Public Records) may
constitute a material failure giving rise to an Event of Default in accordance with Section 7(a)(i).
9. Miscellaneous.
(a) :-Jo ndi s crimination. During the term of this Agreement, Administrator shall
not discriminate against any of its employees or applicants for employment, if any, because of
their race, age, color, religion, sex, sexual orientation, national origin, marital status, physical or
mental disability, or political affiliation and Administrator shall abide by all Federal and State laws
regarding no ndiscrimination. Administrator agrees not to discriminate against persons on these
grounds in the provi s ion of services, benefits or activities prov ided under the Agreement and
further agrees that any violation o f th is prohibition on th e part of the Administrator, its employees,
agents or assigns will constitute a material breach of this Agreement.
(b) Disabilities. Administrator acknowledges that , pursuant to the Americans
with Disa bilities Act ("ADA"), programs, services and other activities provided by a public entity
to the public, whether directly or through an Administrator, must be accessible to the disabled
public. Administrator shall pro vid e the Services in a manner that complies with the ADA and any
and all other applicable federal , state and local disability rights laws. Administrator agrees not to
di scriminate against disabled persons in the provision of services, benefits or activities prov id ed
under the Agreement and further agrees that any violation of this prohibition on the part of the
Administrator, its employees, agents or assigns will constitute a material breach o.f this Agreement.
(c) Entire Agreement; Amendment. This Agreement, including the Exhibits
hereto, contains the entire agreement of the Parties with respect to its subject matter and supersedes
any prior oral or written representations. No representations were made or relied upon by either
Party, other than those t hat are expressly set forth herein. No agent, employee, or other
representative of either Party is empowered to amend, change, modify, supplement, rescind ,
terminate or discharge the tenns of this Agreement, except by a WJitten agreement executed by the
Parties.
(d) Binding Effect; No Third Party Beneficiaries. This Agreement shall be
binding upon and inure to the benefit of the Parties and their respective heirs, successors and
pennitted assigns. This Agreement shall not confer any rigl1ts or remedies upon any person other
than the Parties and their respective successors and permitted assigns.
(e) Non-waiver. The omission by either Party at any time to enforce any default
or right reserved to it, or to require performance of any of the terms , covenants or provisions hereof
by the other Party at the time designated, shall not be a waiver of such default or right to which
the Party is entitled, nor shall it in any way affect the right of the Party to enforce such provisions
thereafter.
(f) Severability. If the application of any pro vision of this Agreement to any
particular facts or circumstances is found by a court of competent jurisdiction to be invalid or
unenforceable, then the validity of other provisions of this Agreement shall not be affected or
impaired thereby, and such provision shall be enforced to the maximum extent possible so as to
effect the intent of the Parties.
(g) Assignment. The Services to be performed by Administrator are personal
in character and neither thi s Agreement nor any of the duties or obligations hereunder may be
assigned by the Administrator; provided, ho wever, that this Section shall not prohibit the
engagement of subcontractors or other third parties to perform any part of the Services. The
perfonnance of the Servi c es requires the cooperation and legal authority of the Authority and
accordingly the Agreement may not be assigned by the Authority without the prior written consent
of Administrator.
(h) Governing Law; Venue; Jurisdiction. This Agreement shall be construed in
accordance with and governed by the laws of the State of Florida without regard to conflicts of
law princi ples. Each Party agrees to personal jurisdiction in any action brought in any court,
Federal or State, within the County of Palm Beach, State of Florida having subject matter
jurisdiction over the matters arising under this Agreement. Any suit, action or proceeding arising
out of or relating to thi 5 Agreement shall only be instituted in the County of Palm Beach, State of
Florida. Each Party waives any objection which it may have now or hereafter to t he laying of the
venue of such action or proceeding and irrevocably submits to the jurisdiction of any such comt
in any such suit, action or proceeding.
(i) Attorney's Fees. In the event of any proceedings ansmg out of this
Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys fees and costs,
including the fees and expenses of any paralegals, law clerks and legal assistants, and including
fees and expenses charged for representation at both the trial and appellate level s.
U) Jury Trial. In the event of any litigation arising out of this Agreement,
each party hereby knowingly, irrevocably, voluntarily and intentionally waives its right to
trial by jury.
(k) Limitation of Liability. The ob1igations of the Authority shall be limited to
the payment of the compensation provided in this Agreement, and cooperation required to facilitate
the implementation of the Program. In no event shall any Party to this Agreement shall have any
liability for special, consequential, i ncidental or indirect damages, including lost profits, arising
out of or in connection with this Agreement or the Services.
(1) Days. All references to days in this Agreement shall refer to calendar days
unless other expressly provided. In the event any period specified in this Agreement expires on a
Saturday, Sunday or another day on which banks are pennitted or required to be closed in the State
of Florida, then the pe1iod shall be extended until the next business day.
(m) Exhibits. The Exhibits attached hereto are hereby incorporated in and made
a part of this Agreement as if set forth in full herein and are an integral part of this Agreement.
(n) Counterpaits. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
( o) Co nstruction: Interpretation. The Parties have participated equally in the
drafting and negotiation of this Agreement and accordingly any n,1Ie of construction, which would
construe the terms agreement against the draft are inapplicable.
(p) Notices. All notices pennitted or required und er this Agreement shall be in
writing and shall be deljvered in person or mailed by first class , registered or certified mail, postage
prepaid, to the address of th e party specified below or such other address as either pa1ty may
specify in writing. Such notice shall be deemed to have been given upon receipt.
If to Autho1ity: Florida Green Finance Authority
Attention: Board Chair
500 Greynolds Circle
Lantana, Florida 33462
With copy to: Corbett, White, Davis and Ashton
1111 Hypoluxo Road, Suite 207
Lantana, FL 33462
Attention: Keith Davis, Esq .
If to Administrator: EcoCity Partners, L3 C
433 Central A venue
Suite 209
St. Petersburg, FL 33701
Attn: Florida Green Energy Works Program Manager
[Remainder of page intentionally blank.]
EXHIBIT A
Scope of Third Party Administration Services
& Program Fee Schedule
SCOPE OF SERVICES & FEES:
I.
II.
Ill.
IV.
I.
Program Administration Services
Authority Management Services
Ancillary Services
Fee Schedule
Program Administration Services
Program administration services include all tasks necessary to administer the Program on an
ongoing and sustainable basis, including processing applications, provid ing customer service and
administration, contractor certification, project quali ty assurance and control, management of
assessments and payments.
Deliverables:
1) Application Processing
a) Administrator will conduct the property and project screen to ensure both meet the terms
and conditions of the Program . Administrator will comp lete property/project screen within
a reasonable period of time from receipt of the application. Administrator will regularly
report on applications approved, denied or pending.
i) Adm inistrator will install protocols for evaluating applicant properties pre-and post-
installation for purposes of establishing a Savings to .Investment Ratio (SIR) greater than
one.
i i) Administrator will utili ze eligibility and underwriting criteria that complies with State,
federal and local law and prudent underwriting standards and that makes financing
available to large and sma ll property owners in trad itional as well as underserved
markets.
b) When funding is requested, Administrator will verify the project installation through review
of appropriate documents. Administrator will conduct this review within a reasonabl e
period of time fr o m the date that all required documentation is received.
c) Once projects are verified, Administrator will notify the Authority and provide the property
owner with legal documents.
d) Administrator will verify completion of the legal documents after receipt from property
owners and will review such documentation within a reasonable period ohime.
e J Upon receipt of complete doc uments, Administrator will notify the Authority of an approved
funding request and provide the documents necessary to record the lien. Administrator will
record the lien on behalf of the 'Authority.
t) Once a bond is issued and purchased or some other funding mechanism has been completed,
Administrator will disburse funds to the property owner within a reasonable period of time.
gJ Administ rator will seek t o establish and implement appropriate procedures and time lines for
applications fil e d in paper copy as well as via the web portal.
h) The reasonableness of the timelines listed above are subject to revision and specificity by
mutual agreement of the Authority and Administrator in conjunction with the establishment
and maintenance of program terms and conditions.
2) Program Reporting
a) Administrator will provide reports on program application statistics to the Authority on a
regular basis.
b) Administrator will prepare reports, schedules and documents to support the issuance and
underwriting of bond or other fin ancing documents, such as disclosure documents for the
IRS, SEC and/or any other regu latory body purposes; cash fl o ws analysis; debt service and
repayment projections; substantiation of revenue and expenditure estimates and project
costs; verification of cash flows; and project or market feasibility, as needed.
3) Program Documentation
a) Administrator will develop a nd m aintain the documents for Program administration, which
may include, but not necessarily be limited to, the following:
i) Program T erms and Po licies
ii) Assessment Underwriting Criteria
iii) List of Qualifying Improvements
iv) Program Application & Funding Request Forms
(1) Application Form
(2) Financing Agreement
(3) Truth-In-Lending Form (if applicable)
(4) Lender Notification & Authorization Form
(5) FHFA/FNMA/FMAC PACE Status Disclosure Form (if necessary)
(6) Information Verification Form(s)
4) Customer Service: Administrator will provide direct customer service to the community via the
web, email, phone and walk-in, as appropriate.
II. Authority Management Services
District Management Services involve those tasks necessary to help facilitate the relationship
between the Authority and local governments and dependent special districts that participate in th e
Program. These services may include the following:
Deliverables:
Administrative and Management Services
1) Attend and conduct all regularly scheduled and special Board meetings, hearings and workshops.
Arrange for time and Jocation and all other necessary logis cics for such meetings, hearings , etc .
2) Prepare agenda packages for transmittal to Board members and staff prior to Board meeting.
Prepare meeting materials for other meeti ngs, hearings, etc. as needed.
3) Provide accurate minutes for all meetings and hearing s .
4) Other responsibilities include such items as :
a. Custody of the Distri ct 's Seal
b . Records custodian and records management liai son with State of Florida and other
applicable govenunent agencies overseeing the storage of inactive files and destruction of
obsolete files.
c. Maintaining and safeguarding the minutes of public meetings , Resolutions, contracts and
agreements .
5) Ensure compliance with Federal and/or State law affecting the District which include but are not
limited to the following:
a . Property notic e all public meetings , i11 accordance w ith the appropriate Florida Statutes ,
including but not limited to, public hearings on assessments , the budget, all other required
notices of meetings, hearings and workshops.
b . Provide required information to the Department of Community Affairs, the Co unty , the
Auditor General, and all other state or local agencies with reporting requi rements for the
district.
6) Maintain "Record of Proceedings" for the District, which includes meeting minutes, agreements,
resolutions and other records required by law .
a. Implement and maintain a document management system to create and save do cuments,
and provide for the archiving of district documents.
b . Protect integrity of all public records in accordance with the requirements of applicable
law. Respond to public record requests as required by law.
7) E n sure Dis trict is in compliance wi th adm.i n.istrative and fi nancial reporting for Special Districts.
8) Assist in negoti a ti ons of contracts, as d irected by the Board.
9) Provi de contract admini stration a nd supervis ion of all contracts, as directed by the Board.
l 0) Serve as liaison with County and State agencies, including the Supervisor of Elections, Taxing
o ffi cials and the Property Appraisers .
11) Implement th e policies established by the D istri c t.
Fina ncial Services
1) Establish Fund Accounting System in accordance with federal and state law as well as
Govenm1ent Accounting Standard Board and the Rules of the Auditor General.
2) Prepare regu la r bal ance shee t, income s tatement(s) wi th budget to actual variances . Prepare
Publ ic D eposi tor's Report a n d distribute to Stat e.
3) Prepare all other financial repmis as required by applicable law and accounting standards.
Budgeting
I) Prepare budget, budget resolutions, and backup material for and present the budget at all budget
meetings, heatings and workshops. The budget is to be done in accordance with state law
standards, and con sistent with applicable Government Finance Officers Association and
Government Accounti ng Standard Board sta ndards. Budget p reparation shall include
calculation of operati on and maintenance assessments, wh.ich may include development of
benefit methodology for those assessments.
2) Administer Adopted Budget of the District.
3) Transmit proposed budget to local governing a u thorities in the requ ired timeframe prior to
adoption.
4) File all required documentation with the Department of Revenue, Auditor General, the County,
and other governmenta l agencies with jurisdiction.
5) Prepare and cause to be published notices of all budget hearings and workshops.
6) Prepare year-end adjust ing journal entries in preparation for annua l audit by Independent
Certified Public Accounting Fim1.
7) Prepare a ll budget amendments on an outgoing basis.
8) Assist in process to retain an a uditor and coop erate and assist in the performance of the audit
by th e Independent auditor.
Revenue Collection
1) Administer collection and disbursement of assessments, fees, and charges and all revenues of
the District in accordance with Florida law governing the unjform method of assessing, levying
and collecting special assessment.
2) Recommend enforcement actions to ensure payment as needed.
3) Prepare monthly financial reports showing revenues and expenses for the month in comparison
to annual budget, noting variances.
4) Pre pare and refine a property database.
5) Prepare annual assessment roll. Certify ro ll either to the County Ta x Collector, or d irect bill
and collect (or both), as appropriate.
6) Issue estoppels letters as needed.
Accounts Payable/Receivables
1) Administer the processing, review and payment of all invoices and purchase o rd e rs . Ensure
timely payment of di strict bills is made.
2) Repon cash balances by fund .
3) Maintain checking accounts w ith qualified public depository.
Capital Program Administration
l) Maintain proper capital fund and project funding accounting procedures and record s.
2) Oversee a nd implement bond issue related compliance, i.e., coordination of a1mual arbitrage
report , transmittal of a1mual audit and budget to the trustees, transmittal of annual audit and
other infonnation to dissemination agent (if other than manager) or directly to bond holders as
required by Continuing Disclosure Agreements, annual/quarterly disclosure reporting, update,
etc.
3) Prepare annual debt service fund budgets. Work with taxing officials to assure conect
application of revenues and proper ro uting of payments to the trustee to assure proper bond
debt pay-off. Track and account for debt service payments and prepayments and process debt
lien releases.
Purchasing
1) Assist in selection of vendors as needed for services, goods, supplies, and materials .
2) Obtain pricing proposals as needed and in accordance with Disttict rules and State law .
3) Prepare RFPs for services needed, including, when requested, preparation of s pecifications and
bid documents fo r various professional , construction, and maintenance services.
Investment Services
1) A1 1 jnvestments shall be made pursuant to applicab le law and p olicies approved by the Board
of Supervisors.
2) Recommend investment polici es and procedures pursuant to State law.
3) Provide fo r investment of funds per approved policies.
Risk Management
1) Prepare and follow risk management policies and procedures .
2) Recommend and advise the Board of the appropriate amounts and types of in surance and be
responsible for procuring a ll neces sary insurance .
3) Process and assist in the investigation of insurance claims, in coordination with Counsel of the
District.
4) Review insurance policies and coverage amounts of Di s trict vendors.
III . Ancillary Services
The Administrator may develop additional tools a nd programs, as may be appropriate, to facilitate
interest and participation in the Program. Administrator will only provide such ancillary services
with the advance approval of the Authority, such approval not to be unreasonably withheld. Such
ancillary services currently offered by Administrator include development and administration of a
green business certification and marketing program for businesses (including those that do not
utilize the financing program). Examples of future ancillary services may include, but are not
necessarily limited to ; workforce or energy auditor training programs; an online marketplace of
green technologies (such as those used in Qualifying Improvements ); a carbon-offset /
environmental attribute and marketing program that helps participating prope rty owners lower
their environmental impact through a purchase of offsets or environmental attributes or earn a fee
for the sale of carbon offsets or environmental attributes that they may own and wish to sell; a
rewards program; or any other program or service that furthers the broad goals of the Program.
IV. Fee Schedule
The Administrator shall be entitled to impose and collect fees and charges intended to sustain the
operation of the Program in accordance with prudent financia l management standards. Su ch fees
shall include (i) community opt-in fees; (ii) finance program closing fe es; and (iii) ongoing finance
program administration fees. From time to time the Authority and the Administrator will evaluate
the Program fees to ensure that the Program is priced to be competitive in the marketplace. The
initial Schedule of Fees is as set forth in Schedule 1 .
Schedule 1
Fee Schedule
Fees shall be as set forth in the Program Handbooks, including the Non-Residential PACE
Program Handbook and/or the Residential PACE Program Handbook, as may be adopted and
am e nded by the Florida Green Finance Auth01ity from time to time.
EXHIBIT B
CURRENT LIST OF SUBCONTRACTORS & LICENSES
Erin L. Deady, P.A.
Special District Services, Inc.
Demeter Power Group, Inc.
Renovate America
Current List of Subcontractors
Current List of Licenses
Demeter Power Group, Inc. d/b/a Demeter Fund (PACE3P ®)
Green Bureau, LLC (web-based susta inability tool)
EXHIBIT I
FGFA ADDENDUM
Project Gator -Manager Consent (execution version)_(pa1ib2_7663524_3).D0CX
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ADDENDUM #1 TO AMENDED AND RESTATED
FLORIDA GREEN ENERGY WORKS PROGRAM
ADM INISTRATION SERVICES AGREEMENT
This Addendum #1 to the Amended and Restated Florida Green Energy Works Program
Administration Services Agreement (this "Addendum") is made and entered into as of the 3rd day of
September, 2015 (the "Addendum Effective Date"), by and between by and between the Florida Green
Finance Authority ("Authority") and EcoClty Partners, L3C, a Vermont low-profit limited llability company
("Administrator'') (Authority and Administrator are referred to herein collectively as the "Parties" and singly
as a "Party").
WHEREAS, the Town of Lantana and Administrator origlnally entered into that certain Florida
Clean Energy and Climate Commission Grant Agreement #ARS053 dated July 26, 2011 (the "Grant
Agreement''), which was assigned by the Town of Lantana to the Authority, and assumed from the Town of
Lantana by the Authority, and amended by that certain Florida Green Energy Works Program Agreement
and Addendum to Grant Agreement dated as of April 2, 2012, as further amended by Addendum #2 on
April 17, 2012, and as further amended by Addendum #3 on April 22, 2013, and as further amended and
restated by that certain Amended and Restated Florida Green Energy Works Program Administration
Services Agreement on June 1, 2015 (the "Agreement''); and
WHEREAS, the parties hereto agree that the Agreement is amended as stated herein and that this
Addendum shall be incorporated into the Agreement and made a part thereof.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree
as follows:
1. Within Exhibit A, a new Article Ill shall be inserted and existing Article Ill. (Ancillary Services)
shall become new Article IV. and existing Article IV. (Fee Schedule) shall become new Article
V., which new Article Ill. shall state as follows:
Ill. Bond Placement Services and Issuance of Asset-Backed Securities.
Administrator will work in good faith to promote a competitive marketplace for PACE
financing, including through the issuance of one or more series of revenue bonds (each
such series of bonds referred to as a "Series") secured by voluntary contractual
assessments levied on commercial and residential real estate parcels (as such term is
defined in the Program Handbook), pursuant to a master indenture, as supplemented by
one or more supplemental Indentures authorized by a resolution and to be designated as
the "Florida Green Finance Authority Special Assessment Revenue Bonds" (the "Bonds").
With prior approval from the Authority, the Administrator may assign to a third party the
authority to close and fund the acquisition of Bonds. The Administrator (including its
subcontractors and affiliates) shall have and retain the right to purchase the Bonds through
a bond purchase agreement. The bond purchase agreement between the Authority and
the investor specifies the terms, conditions and prices of the Bonds.
From time to time, a purchaser of Florida Green Finance Authority Special Assessment
Revenue Bonds may elect at its own expense to securitize its interest in Bonds and sell
such securities to the investment community or sell the Bonds. All fees and costs
associated with purchaser's issuance of asset-backed securities or selling the Bonds,
including costs of issuance and annual disclosure costs, will be borne by the purchaser(s).
2 . Capitalized terms not otherwise defined in this Addendum shall have the same meaning as set
forth in the Agreement. This Addendum may be executed in any number of multiple
counterparts, each of which shall be deemed an original, but all of which together constitute
one and the same instrument. Facsimile signatures will be considered original signatures . Any
provision not specifically modified by this Addendum shall remain in full force and effect.
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RESOLUTION NO. 2017 -
RESOLUTION APPROVING AGREEMENT BETWEEN
COLLIER COUNTY AND FLORIDA GREEN FINANCE
AUTHORITY FOR PROPERTY ASSESSED CLEAN
ENERGY (PACE) WITHIN THE UNINCORPORATED
AREA OF COLLIER COUNTY; APPROVING
INDEMNIFICATION AGREEMENT BETWEEN COLLIER
COUNTY AND RENEW FINANCIAL GROUP LLC FOR
THE BENEFIT OF COLLIER COUNTY; AND
AUTHORIZING THE CHAIRMAN OF THE BOARD OF
COUNTY COMMISSIONERS TO EXECUTE THESE
AGREEMENTS.
WHEREAS, in Resolution No. , this Board approved the establishment of the
PACE program within the unincorporated area of Collier County, and approved a standard form
agreement with PACE providers; and
WHEREAS, the attached agreements between Collier County and the Florida Green
Finance Authority ("Authority") and between Collier County and Renew Financial Group LLC,
as the third party administrator for the Authority, have been recommended for approval by the
County Manager or County Manager's designee.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, that:
1. This Board hereby approves the membership agreement between Collier County and
Florida Green Finance Authority (Exhibit A), and the agreement between Collier
County and Renew Financial Group LLC, as the third party administrator of Florida
Green Finance Authority (Exhibit B), and this Board authorizes the Chairman to
execute the above-mentioned agreements.
2. This Board authorizes the Chairman to execute agreements with future administrators
of Florida Green Finance Authority, to provide that such future administrator of Florida
Green Finance Authority shall indemnify and hold harmless Collier County.
BE IT FURTHER RESOLVED that this Resolution be recorded in the minutes of this
Board and filed with the County Clerk's Office.
[ 17-1 M P-00185/1349041/1149
FL Green Finance Authority Resolution
Page 1 of 2
7/3/17
This Resolution adopted after motion, second and majority vote favoring same this
day of , 2017.
ATTEST:
DWIGHT E. BROCK, CLERK
, Deputy Clerk
Approved as to form and legality:
Heidi Ashton-Cicko
Managing Assistant County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA,
M.
Penny Taylor, Chairman
Attachments: Exhibit A — Membership Agreement
Exhibit B — Indemnification Agreement with Third Party Administrator
(17-1 M P-00185/1349041/1149
FL Green Finance Authority Resolution
Page 2 of 2
7/3/17
Exhibit A
STANDARD MEMBERSHIP AGREEMENT BETWEEN THE FLORIDA GREEN
FINANCE AUTHORITY AND COLLIER COUNTY
This Agreement ("the Agreement") is entered into this day of__ , 2017 by and between the
Florida Green Finance Authority, a public body corporate and politic (the "Authority") created as a
separate legal entity pursuant to Section 163.01(7), Florida Statutes, and Collier County, a political
subdivision of the State of Florida (the "County" or "Collier County") (collectively, the "Parties") for the
purpose of providing a Property Assessed Clean Energy ("PACE") program within Unincorporated Collier
County.
NOW, THEREFORE, in consideration of the terms and conditions, promises and covenants hereinafter set
forth, the Parties agree as follows:
1. Purpose. The purpose of this Agreement is to facilitate the financing of qualifying improvements
through a PACE program, in accordance with Section 163.08, Florida Statutes, for County
property owners within Unincorporated Collier County, including residential, commercial, and
industrial properties.
2. Qualifying Improvements. The Authority may provide "Qualifying Improvements" to real
property within Unincorporated Collier County, in accordance with Section 163.08, Florida
Statutes, and subject to the terms of this Agreement, as well as applicable federal, state, and
County law.
3. Financing Agreement. Before extending any financing or subjecting any participating real
property within the County, to the non -ad valorem special assessment authorized therein, the
Authority shall, on a non-exclusive basis pursuant to the Section 163.08, Florida Statutes and
this Agreement, enter into a Financing Agreement with properly owner(s) within
Unincorporated Collier County who qualify for financing through the Authority. This Financing
Agreement shall include a thorough explanation of the PACE financing process and specify at
what point in the process the special assessment will be added to the property's owner's
property taxes (after completion of the project(s), permit approval, and approval by the
property owner).
4. Assessment by Authority. The Parties acknowledge and agree that the non -ad valorem
assessments arising from a property owner's voluntary participation in the PACE Program are
imposed by the Authority and not by the County.
5. Agreements with Tax Collector and Property Appraiser. This Agreement shall be subject to the
express condition precedent that Authority enter into separate agreement(s) with the tax
collector and the property appraiser which shall provide for the assessment and collection of
any non -ad valorem special assessments imposed by the Authority and establish Cost Recovery
Reimbursements to the Collier County Tax Collector and Collier County Property Appraiser (if
any) to be charged for the collection and/or handling of those non -ad valorem assessments.
Additionally, the Parties agree that the Property Appraiser's and Tax Collector's assessment,
collection, and distribution of any such non -ad valorem assessments imposed by the Authority
are purely ministerial acts.
6. Non -Exclusive. The Program is non-exclusive, meaning the County specifically reserves the right
to authorize other entities to provide a similar program under Section 163.08, Florida Statutes;
or create its own program under Section 163.08; Florida Statutes.
7. Boundaries of for Program. For purposes of the PACE Program authorized by this Agreement,
the boundaries of the Authority shall include the legal boundaries of Unincorporated Collier
County, which boundaries may be limited, expanded, or more specifically designated from time
to time by the County by providing written notice to the Authority.
8. Properties. Within the Unincorporated area of Collier County, residential, commercial, and
industrial properties may be eligible.
9. PACE program guidelines and other materials. All PACE materials for use within Unincorporated
Collier County, or otherwise related to this Agreement, including but not limited to program
guidelines, rules, consumer agreements, consumer financing agreements, and promotional
materials, shall be fully consistent with the Collier County Land Development Code, Collier
County Code of Laws and Ordinances, and Collier County resolutions, all of which may be
amended from time to time, and with this Agreement and applicable federal and state laws. The
Authority acknowledges and agrees that PACE materials for use within Unincorporated Collier
County, or otherwise related to this Agreement, shall be modified accordingly and reviewed on
a continuing basis for consistency with applicable County, state and federal laws. It shall be the
obligation of the Authority to establish and maintain such consistency. County shall provide
written notice to the Authority of any proposed legislative changes to the PACE program via
electronic transmission or US Mail no later than five (5) days prior to the public hearing on the
proposed legislative changes.
10. Local program Guidelines. The Parties agree that the County may in the future implement its
own local program guidelines or affirmatively modify the program guidelines to be utilized in
Unincorporated Collier County. If the County decides to exercise these rights, it shall give sixty
(60) days written notice to the Authority. Any such local program guidelines can be amended
and changed only by resolution of the Board of County Commissioners. The County may adopt
more restrictive guidelines than those of the Authority. Notwithstanding anything stated herein
to the contrary, the PACE materials, including the Authority's program guidelines, shall be fully
consistent with applicable County, state and federal laws.
11. Prepayment penalties. The Authority shall not charge or impose a prepayment penalty on
residential property. To the extent that the Authority may charge or impose prepayment
penalties, for commercial and industrial properties, the Authority may not allow or charge any
prepayment penalties except in the case when an assessment is paid off in full within five (5)
years after the effective date of financing agreement with the property owner. Where the
Authority may charge or impose prepayment penalties for commercial and industrial properties,
the Authority shall offer and inform property owners of the Authority's hardship exception, for
instances where a commercial and industrial property owner becomes disabled or deceased.
Any such prepayment penalties, as well as information about the hardship exception, shall be
clearly disclosed within all property owner financing agreements and in all PACE materials,
including but not limited to program guidelines, program rules, consumer agreements, and
consumer informational documents. For commercial and industrial properties, prepayment
penalties may be charged or imposed by the Authority to the extent permitted by law.
12. Disclosures. The PACE materials, including but not limited to the Financing Agreement with the
property owner, consumer agreement, and program guidelines, shall clearly disclose, in plain
language, the fixed interest rate to be charged, including points, as well as any and all fees or
penalties, that may be separately charged to the property owner, including prepayment
penalties for commercial and industrial properties, and potential late fees. To the extent that
additional fees are not specifically disclosed in a written agreement with the properly owner,
the subsequent charging or collecting of any such additional fees by the Authority or its agents,
administrators, or subcontractors shall be prohibited. The Authority shall place the following
sentence or similar language (without the County's logo) on all customer communications and
agreements:
Please be aware that Collier County government is not operating or administering the
PACE program in any way. All contractual PACE agreements are between property
owners and the Authority, a non -County entity. All questions and concerns about this
PACE Program should therefore be addressed to: [Authority contact / remedy
information].
13. Consumer Assistance. In order to assist those persons who may have difficulty reading or
understanding the PACE materials, such as the Financing Agreement, program guidelines and
other consumer agreements, the Authority shall provide optional one-on-one assistance
regarding the Authority Program, program terms, program process, program documents, and all
other pertinent information. Information regarding this option for personal assistance shall be
printed in English, Spanish, and Haitian Creole on PACE promotional materials.
14. Disclosures related to lenders. While the Authority will provide required forms for lender
notification, the Authority shall make clear that the ultimate responsibility for addressing issues
with existing lenders remains with property owners. A statement to this effect should be placed
in the PACE materials, including all agreements with the property owner. In addition, the PACE
materials, including all agreements with the property owners, shall include a statement that
strongly urges the property owner to increase monthly escrow immediately after financing is
released.
15. Administrative Fees. The County may impose administrative fees to cover the County's
administrative costs related to this Agreement. Such administrative fees may be established by
the Collier County Board of County Commissioners, by separate action, and shall be charged to
the Authority. The County shall provide written notice to the Authority of any proposed
legislative changes to the PACE program via electronic transmission or US Mail no later than five
(5) days prior to the public hearing on the proposed legislative changes.
16. Responsibilities of the Authority. The Authority shall be solely responsible for all matters
associated with origination, funding, financing, and administration of each of the Authority's
authorized non -ad valorem assessments, including responding to any complaints or inquiries by
participants, tax certificate holders, lenders or others relating to the special assessments, the
financing agreements, the qualifying improvements, or any other aspect of the Program.
17. Survival of Assessments. During the term of this Agreement, the Authority may, on a non-
exclusive basis, levy voluntary non -ad valorem special assessments on participating properties
within the boundaries of Unincorporated Collier County to help finance the costs of Qualifying
Improvements for those individual properties. Those properties receiving financing for
Qualifying Improvements shall be assessed from time to time, in accordance with Section
163.08, Florida Statutes, and other applicable law. Notwithstanding termination of this
Agreement or notice of a change in boundaries by County as provided for herein, those
properties that have received financing for Qualifying Improvements shall continue to be a part
of the Authority, until such time that all outstanding debt has been satisfied.
18. Term. This Agreement shall remain in full force and effect from the date of its execution by both
Parties. Any Party may terminate this Agreement for convenience upon ninety (90) days prior
written notice ("Termination Notice"). Beginning on the date the Authority receives a
Termination Notice from the County ("Termination Date"), the Authority shall not approve any
new applications affecting property within the legal boundaries of the Unincorporated Collier
County referenced in the Termination Notice. Notwithstanding termination of this Agreement,
however, property owners whose, applications were approved prior to the Termination Date,
and who received funding through the Program, shall continue to be a part of the Authority, for
the sole purpose of paying their outstanding debt, until such time that all outstanding debt has
been satisfied.
19. Kick -Back Policy. PACE programs shall have and shall strictly enforce anti -kickback policies and
procedures that prohibit direct financial or other monetary incentives to contractors in
exchange for or related to such contractor being awarded work under a PACE program,
excepting payment for the contractor's installation of eligible improvements.
20. Termination for cause. In the event that Collier County determines that the Authority has
violated any of the terms of this Agreement, the County shall terminate this Agreement for
cause via written notice to the Authority.
21. Consent. This Agreement, together with the resolution by the Collier County Board of County
Commissioners approving this Agreement, shall be considered the Parties consent to authorize
the Authority within Unincorporated Collier County, as required by Section 163.08, Florida
Statutes.
22. County Coordinator. The County Manager or his/her designee shall serve as the County's
primary point of contact and coordinator.
23. County Responsibility. Collier County shall have no responsibility for the payment of Authority
fees or the Authority's third party administrator fees, of any kind, including but not limited to
termination fees, Opt -in fee, maintenance fee, or Opt -out fees. In the event that fees become
due, the Authority shall pay any and all associated costs within 30 calendar days. If Authority
membership is required, County shall also be a non-voting member of the Authority.
24. Carbon or Similar Credits. In the event that the Financing Agreement or any other PACE
agreement with the property owner provides for transfer of any carbon or similar mitigation
credits derived from Qualifying improvements to the Authority, any such carbon or similar
mitigation credits derived from Unincorporated Collier County, shall be shared in equal parts
between the Authority and Collier County.
25. Contingency Plans. In the event that Florida's PACE statute is found to be unlawful, struck down
by a court, or if the PACE assessments are determined by a court to not be special assessments,
the Authority agrees and acknowledges that Collier County may not be able to place PACE
assessments on the tax rolls or collect PACE assessments, and that such a determination shall be
made in the sole discretion of Collier County.
26. Bonds. The Authority is not authorized to issue bonds, or any other form of debt, on behalf of
Collier County. To the extent that the Authority issues bonds under its own authority in
connection with this Agreement, the pledge will be based on the PACE assessments, and the
County shall not be obligated in any way. For any such bonds, the bond disclosure document, if
any, shall include references to the fact that Collier County is not an obligated party.
27. Opinion of Bond Counsel. Prior to the effective date of this Agreement, the Authority shall
deliver to the County an "Opinion of Bond Counsel" stating that, based on counsel's review of
the bond validation judgment and the underlying bond documents, the Program's structure
complies with the bond validation judgment and the underlying bond documents. The Authority
acknowledges that the County is relying on the Opinion of Bond Counsel in its decision to
execute this Agreement.
28. Resale or Refinancing of a Property. The Authority recognizes that some lenders may require full
repayment of the Program's non -ad valorem assessments upon resale or refinancing of a
property. The Authority agrees to provide written disclosure of this matter in all PACE materials,
including, but not limited to, the Financing Agreement with the property owner, consumer
agreement, program guidelines, and promotional materials.
29. Agents of Authority. The Authority shall ensure that its agents, administrators, subcontractors,
successors, and assigns are, at all times, in compliance with the terms of this Agreement and
applicable County, state and federal laws. County shall provide written notice to the Authority of
any proposed legislative changes to the PACE program via electronic transmission or US Mail no
later than five (5) days prior to the public hearing on the proposed legislative changes.
30. Notices. Any notices to be given hereunder shall be in writing and shall be deemed to have been
given if sent by hand delivery, recognized overnight courier (such as Federal Express), or by
written certified U.S. mail, with return receipt requested, addressed to the Party for whom it is
intended, at the place specified. For the present, the Parties designate the following as the
respective places for notice purposes:
If to the Authority:
Florida Green Finance Authority
ATTN: Todd Wodraska
2501A Burns Road
Palm Beach Gardens, FL 33410
If to County:
County Manager
3299 Tamiami Trail East, Suite 202
Naples, FL 34112
With a copy to:
County Attorney
3299 Tamiami Trail East, Suite 800
Naples, FL 34112
31. Amendments. No modification, amendment or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with the same or
similar formality as this agreement and executed by the Collier County Board of County
Commissioners and the Authority.
32. Joint Effort. This Agreement has been a joint effort of the Parties hereto and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely
against one of the Parties than the other.
33. Merger. This Agreement represents the final and complete understanding of the Parties
regarding the subject matter hereof and supersedes all prior and contemporaneous
negotiations, correspondence, agreements, or understandings applicable to the matters
contained herein; and the Parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, the Parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
34. Assignment. The respective obligations of the Parties set forth in this Agreement shall not be
assigned, in whole or in part, without the written consent of the other Party hereto.
35. Third Party Beneficiaries. Neither the County nor the Authority intends to directly or
substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that
there are no third party beneficiaries to this Agreement and that no third party shall be entitled
to assert a right or claim against either of them based upon this Agreement.
36. Records. The Parties shall each maintain their own respective records and documents associated
with this Agreement in accordance with the requirements for records retention set forth in
Chapter 119, Florida Statutes.
37. Severability• In the event a portion of this Agreement is found to be unenforceable by a court of
competent jurisdiction, that part shall be deemed severed from this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect.
38. Administrator Indemnification. Any and all administrators of the Authority shall be required to
execute a separate indemnification agreement with the County. The Authority acknowledges
and agrees that as of the execution of this Agreement, Renew Financial Group LLC is the only
administrator for the Authority, and that Renew Financial Group LLC has executed the separate
indemnification agreement with Collier County for the benefit of the County. If the Authority
changes its administrator, the Authority shall ensure that any and all administrators also provide
the County with a separate indemnification agreement, on a form to be approved by the County
Attorney's Office, within 10 business days of assuming administrative responsibilities for the
Authority.
39. Effective Date. This Agreement shall become effective upon the execution by both Parties
hereto.
40. Law, Jurisdiction, and Venue. This Agreement shall be interpreted and construed in accordance
with and governed by the laws of the state of Florida. The Parties agree that the exclusive venue
for any lawsuit arising from, related to, or in connection with this Agreement shall be in the
state courts of the Twentieth Judicial Circuit in and for Collier County, Florida, the United States
District Court for the Middle District of Florida or United States Bankruptcy Court for the Middle
District of Florida, as appropriate.
41. Indemnification. To the maximum extent permitted by Florida law, the Authority shall indemnify
and hold harmless Collier County, its officers, agents and employees from any and all claims,
liabilities, damages, losses, costs, and causes of action which may arise out of an act, omission,
including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the Authority or
any of its agents, officers, servants, employees, contractors, patrons, guests, clients, licensees,
invitees, or any persons acting under the direction, control, or supervision of the Authority in
the performance of this Agreement. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph. The Authority shall pay all claims and
losses of any nature whatsoever in connection therewith and shall defend all suits in the name
of Collier County and shall pay all costs (including attorney's fees) and judgments which may
issue thereon. This Indemnification shall survive the termination and/or expiration of this
Agreement. This section does not pertain to any incident arising from the sole negligence of
Collier County. The foregoing indemnification shall not constitute a waiver of sovereign
immunity beyond the limits set forth in Section 768.28, Florida Statutes. This Section shall
survive the expiration of termination of this agreement.
Attest COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk
By:
Witness
By:
Name
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Approved as to form and legality:
Exhibit B
AGREEMENT BETWEEN RENEW FINANCIAL GROUP LLC, THIRD PARTY
ADMINISTRATOR FOR THE FLORIDA GREEN FINANCE AUTHORITY, AND
COLLIER COUNTY
This Agreement (the Agreement") is entered into this day of , 2017 by and
between Renew Financial Group LLC, the third party administrator of the Florida Green Finance
Authority, and Collier County, a political subdivision of the State of Florida (the "County")
(collectively, the "Parties").
WHEREAS, Collier County and the Florida Green Finance Authority have proposed to
enter into an agreement to authorize the Florida Green Finance Authority to operate within the
boundaries of Unincorporated Collier County for the purposes of providing a Property Assessed
Clean Energy (PACE) program; and
WHEREAS, Renew Financial Group LLC is the third party administrator for the Florida
Green Finance Authority, and Renew Financial Group LLC would be operating on behalf of the
Florida Green Finance Authority within Unincorporated Collier County; and
WHEREAS, Renew Financial Group LLC is a Delaware limited liability company; and
WHEREAS, Renew Financial Group LLC has agreed to provide Collier County with a
separate indemnification agreement for the benefit of Collier County,
Collier County and Renew Financial Group LLC, hereby enter into the following
Agreement:
1. The foregoing recitals are incorporated into this Agreement and approved.
2. Renew Financial Group LLC shall indemnify and hold harmless the County and its
officers, employees, agents and instrumentalities from any and all liability, losses or
damages, including attorneys' fees and costs of defense, which the County or its
officers, employees, agents or instrumentalities may incur as a result of claims,
demands, suits, causes of actions or proceedings of any kind or nature arising out of,
relating to or resulting from the performance of this Agreement by Renew Financial
Group LLC or its employees, agents, servants, partners, principals, administrators,
subcontractors, or agents. Renew Financial Group LLC shall pay all claims and losses
in connection therewith and shall investigate and defend all claims, suits or actions of
any kind or nature in the name of the County, where applicable, including appellate
proceedings, and shall pay all costs, judgments, and attorney's fees which may issue
thereon. Renew Financial Group LLC expressly understands and agrees that any
insurance protection shall in no way limit the responsibility to indemnify, keep and
save harmless and defend the County or its officers, employees, agents and
instrumentalities as herein provided.
3. This Agreement shall be interpreted and construed in accordance with and governed
by the laws of the state of Florida. The Parties agree that the exclusive venue for any
PACE Indemnification Agreement -5/17/17
lawsuit arising from, related to, or in connection with this Agreement shall be in the
state courts of the Twentieth Judicial Circuit in and for Collier County, Florida, the
United States District Court for the Middle District of Florida or United States
Bankruptcy Court for the Middle District of Florida, as appropriate.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
ATTEST,
DWIGHT E. BROCK, CLERK
, Deputy Clerk
Approved as to form and legality:
Heidi Ashton-Cicko
Managing Assistant County Attorney
PACE Indemnification Agreement —5/17/17
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA,
go
Penny Taylor, Chairman
Renew Financial Group LLC,
Print Name: Kirk Inglis
Chief Financial Officer
Print "Title: